Gihyoun Bang
About Gihyoun Bang
Gihyoun (Chris) Bang is the Chief Financial Officer (Principal Financial Officer) of OSR Holdings, evidenced by his Sarbanes‑Oxley certifications on the Q1, Q2, and Q3 2025 Forms 10‑Q (signed May 20, 2025; August 14, 2025; and November 12, 2025) . Prior roles include VP at Newlake Alliance Management and Team Leader of the IPO Division at Shinhan Investment Corp, underscoring capital markets and listing execution experience . Compensation design emphasizes transaction-driven metrics rather than TSR/revenue/EBITDA, via the 2025 Omnibus Incentive Plan’s RSU Sub‑Plan that accelerates vesting upon business development deals reaching tiered contracted value thresholds ($300M–$1B) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newlake Alliance Management | Vice President | Not disclosed | Not disclosed |
| Shinhan Investment Corp | Team Leader, IPO Division | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OSR Korea, Ltd. | Representative Director | 2025 (signed 2025‑07‑24) | Signatory to Woori IO transaction term sheet |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 47,367 | 0 | 0 | 0 | 47,367 |
- The proxy also states “None of our officers has received any cash compensation for services rendered to us… No officer or director has received any compensation for services rendered… during the year ended December 31, 2024,” creating an apparent inconsistency with the summary table above; OSR paid Bellevue Capital Management LLC $7,500 per month for office/admin support .
Performance Compensation
RSU Sub‑Plan (under 2025 Omnibus Incentive Plan)
| Plan Element | Terms |
|---|---|
| Aggregate share reserve | 6,300,000 shares |
| RSU Sub‑Plan reserve | 3,150,000 shares (50% of aggregate) |
| Default vesting | 4‑year vesting with 1‑year cliff; monthly vesting over remaining 36 months |
| Accelerated vesting trigger | Upon closing of a business development transaction with total contracted value thresholds |
| Clawback | Subject to any company clawback/recoupment/forfeiture policy |
| Contracted Value Threshold | Acceleration of Unvested RSUs |
|---|---|
| ≥ $300M | 30% vests |
| ≥ $500M | 50% vests |
| ≥ $750M | 75% vests |
| ≥ $1B | 100% vests |
Named Executive Equity Awards
| Executive | Outstanding Equity Awards (FY 2024 year‑end) |
|---|---|
| Gihyoun Bang | None granted; no options or other equity compensation outstanding for FY 2023–2024 |
Change‑of‑Control Award Treatment (if awards not assumed/continued)
| Scenario | Treatment |
|---|---|
| RSUs/Restricted Stock (time‑based) | Deemed vested; shares/cash delivered immediately prior to CoC |
| Options/SARs | Become immediately exercisable for 15 days prior to CoC; may terminate post‑CoC; committee may cancel and pay cash/stock equal to deal consideration minus exercise price |
| Performance‑based awards | Determined based on actual performance to date or treated as achieving target, at committee discretion; then settled per above |
Equity Ownership & Alignment
| As‑of Date | Beneficial Shares Owned | Ownership % |
|---|---|---|
| August 15, 2025 | 0 | <1% (“*” less than one percent) |
- Outstanding equity awards at FY2024 year‑end: none for named officers including Bang .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None for any member of management; no specific severance terms disclosed |
| Role confirmation | CFO (Principal Financial Officer) certifications: Q1 2025 (May 20, 2025), Q2 2025 (Aug 14, 2025), Q3 2025 (Nov 12, 2025) |
| Clawback | RSU Sub‑Plan subject to company clawback/recoupment/forfeiture policy |
| Change‑of‑Control (awards not assumed) | Time‑based RSUs vest; options/SARs become exercisable for 15 days; performance awards treated as actual/target at committee discretion |
Say‑On‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Executive Compensation Proposal (Advisory) | 13,297,569 | 27,228 | 894 |
| Equity Plan Proposal (2025 Omnibus sub‑plans) | 13,302,163 | 22,669 | 859 |
| Nasdaq 20% Issuance Proposal | 13,288,524 | 36,490 | 677 |
Related Party & Governance Context
| Item | Details |
|---|---|
| Short‑term borrowings (as of Sept 30, 2025) | BCM Europe AG (major shareholder): $860,000; Bellevue Global Life Sciences Acquisition Corp: $1,278,000 |
| Key management compensation (nine months ended Sept 30) | Salaries: $461,498 (2025) vs $283,050 (2024) – group level, not executive‑specific |
| Nasdaq minimum bid deficiency notice | Received Sept 5, 2025; 180‑day window to regain compliance; potential reverse split if needed |
Investment Implications
- Alignment: Bang reported zero beneficial ownership (<1%) as of August 15, 2025, limiting “skin‑in‑the‑game” alignment absent new grants under the 2025 plan .
- Retention/Contracts: No employment agreement or disclosed severance suggests organizational flexibility but may elevate retention risk unless equity incentives are granted under the Omnibus plan .
- Incentive Design: RSU acceleration tied to large external business development deal values ($300M–$1B) prioritizes transactional milestones over TSR/operational metrics, potentially incentivizing deal closure speed and scale; clawback language exists but is policy‑contingent .
- Change‑of‑Control Economics: Awards not assumed accelerate/settle around CoC, including 15‑day option exercise window and potential cash/stock payouts, which can create windfalls in sale scenarios (committee discretion), a classic single‑trigger risk for unassumed awards .
- Shareholder Signals: Strong approvals for say‑on‑pay and equity plan enable equity issuance and incentives but also increase potential dilution via the Nasdaq 20% Issuance approval, relevant for future grant capacity and financing flexibility .
- Trading/Execution Risk: Nasdaq bid‑price deficiency notice highlights capital market risk and possible reverse split, which can affect employee equity value expectations and insider selling pressure dynamics over time .